Non-Fulfilment of Closing Conditions Sample Clauses

Non-Fulfilment of Closing Conditions. 5.3.1. Each of the Seller and the Purchaser shall be entitled, in its sole discretion, to terminate this Agreement forthwith in writing if (i) any of the conditions to closing set out in Section 5.1 and 5.2, respectively, have not been satisfied on or before the Closing Date, or (ii) if at any time prior to the Closing Date, any such condition to closing has become incapable of being satisfied. 5.3.2. If this Agreement is terminated as permitted by Section 5.3.1, such termination shall be without liability of either Party to the other Party. However, if such termination shall result from a wilful failure of a Party to fulfil a condition of the other Party or a breach by a Party of a covenant, representation or warranty contained herein, then such Party shall be fully liable for any and all loss, damage, cost and expense incurred or suffered by the other Party as a result of such failure or breach.
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Non-Fulfilment of Closing Conditions. If any of the Closing Conditions has not been complied with by the Closing Date, then, at the sole option of the Buyer: (a) the Buyer may terminate this Agreement by notice in writing to the Seller or its solicitors; or (b) the Buyer may complete the purchase of the Property, and such will be without prejudice to the Buyer’s rights against the Seller, whether at law or in equity, in respect of such non-compliance.
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Non-Fulfilment of Closing Conditions. If the Closing Conditions under paragraphs from 4.1.1 to 7 above are not satisfied or waived by the Purchaser and/or the Closing Condition under Paragraph 4.1.8 is not satisfied or waived by both Parties, before the Closing Date, or such other date as mutually agreed in writing between the Parties, this Agreement shall cease to be effective on the Closing Date with no retroactive effect without any indemnity, reimbursement or other payment owing from any Party to the other. In this event, the provisions set out in Clauses 13.214.2 and 15 shall continue to be effective. All other provisions and obligations of the Parties shall cease to have effect.
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Non-Fulfilment of Closing Conditions. 7.1.1 If the Merger Control Closing Condition is not satisfied within 100 (hundred) days of the date of this Agreement, or such other date as mutually agreed in writing between the Purchaser and the Sellers, or can definitely not be fulfilled, the Sellers (only jointly) on the one hand and the Purchaser on the other hand may, prior to the fulfilment or waiver of all Closing Conditions, withdraw from this Agreement (Rücktritt) with immediate effect. No withdrawal right for the Purchaser shall exist, if and for so long as the non-fulfilment of the Merger Control Closing Condition results from a breach of Purchaser’s responsibilities under this Agreement. 7.1.2 If the Closing Condition provided in Clause 5.1.2 is not satisfied within 100 (hundred) days from the date of this Agreement, or such other date as mutually agreed in writing between the Purchaser and the Sellers, or can definitely not be fulfilled, the Sellers (only jointly) on the one hand and the Purchaser on the other hand may, prior to the fulfilment or waiver of all Closing Conditions, withdraw from this Agreement (Rücktritt) with immediate effect. No withdrawal right for the Purchaser shall exist, if and for so long as the non-fulfilment of the Closing Condition provided in Clause 5.1.2 results from a breach of Purchaser’s responsibilities under this Agreement. 7.1.3 In case of a notice with respect to an alleged Material Adverse Change for the purpose of Clause 5.1.3, the Purchaser shall be entitled to withdraw from this Agreement as follows: (i) in case of Clause 5.1.3(ii) within a period of thirteen Business Days after (i) the receipt of the Sellers MAC Notice and (ii) if the Material Adverse Change is intended to be cured by the Sellers as set out in the Sellers MAC Notice, after the periods referred to in Clauses 5.1.3(i)(a) and 5.1.3(i)(b) in connection with Clause 5.1.3(i)(e), whichever is later; (ii) in case of Clause 5.1.3(iii), if a MAC Dispute Notice has been served, within a period of seven Business Days after (a) either the Sellers’ Agent has agreed subsequent to the MAC Dispute Notice that a Material Adverse Change has occurred and no cure was intended or the Sellers acknowledge that the cure was not possible or not successful or has been abandoned, or (b) the Arbitration Tribunal has rendered its decision that a Material Adverse Change has occurred and either (x) the Sellers have not stated in the Sellers MAC Notice or the MAC Dispute Notice, as the case may be, that they intend t...
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Non-Fulfilment of Closing Conditions. 9.1.1 If the Closing Conditions are not satisfied within five months of the date of this Agreement (the “Longstop Date”), the Sellers and the Purchaser may prior to the fulfilment of the Closing Condition, withdraw from this Agreement (Rücktritt) without prior notice (ohne Einhaltung einer Xxxxx), whereby the Purchaser’s right to withdraw from this Agreement shall be subject to (i) the Purchaser providing documentary evidence to the Sellers that the Purchaser has fully complied with its obligations under Clause 7.2.1 and (ii) the non-fulfilment of the Closing Condition not being the result of the Purchaser’s failure to accept, or comply with, conditions or obligations on which the merger control authorities have made their approval of the acquisition of the Shares contingent even if such acceptance would cause unreasonable commercial hardship (wirtschaftliche Unzumutbarkeit) for the Purchaser. 9.1.2 The Sellers shall at any time be entitled to withdraw from this Agreement without prior notice in the event that the Purchase Prices plus default interest pursuant to Clause 5.4.2 are not or not fully paid within five Business Days from the due date specified in Clause 5.4.1.
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Related to Non-Fulfilment of Closing Conditions

  • Satisfaction of Closing Conditions (a) The parties shall use their commercially reasonable best efforts to take all action necessary or appropriate to bring about the satisfaction as soon as possible of all the conditions contained in Section 7. Without limiting the generality of the foregoing, the parties shall apply for and diligently prosecute all applications for, and shall use their commercially reasonable best efforts promptly to obtain, such consents, authorizations and approvals from such third parties and governmental authorities as shall be necessary to permit the consummation of the transactions contemplated by this Merger Agreement, including, without limitation, making the requisite filings with the Federal Trade Commission and the Antitrust Division of the Department of Justice pursuant to the HSR Act and each party will refrain from taking any action which would cause, and shall use its commercially reasonable best efforts to take any action necessary to prevent, any of the representations and warranties made by it in this Merger Agreement not to be true and correct in all material respects at and as of the Closing Date with the same force and effect as then made (except with respect to representation and warranties which are made as of a specific date), subject only to exceptions permitted or expressly contemplated by this Merger Agreement. The Company further covenants and agrees, with respect to any threatened or pending judgment, order, injunction, decree or decision of any governmental authority that will adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use all commercially reasonable efforts to prevent the entry or promulgation thereof and to defend and cooperate with each other in the defending of any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties challenging the transaction contemplated hereby as the case may be, it being understood that such efforts shall not include any requirement of the Company to expend material sums of money or grant any material financial or other accommodation. (b) The Buyer agrees to use commercially reasonable best efforts to obtain the financing necessary to consummate the transactions contemplated hereby as soon as possible. The Buyer agrees that any 144A offerings contemplated by the Financing Letters must be consummated prior to October 31, 1998 and that if any such offering is not consummated prior to such date, then the Buyer will be obligated on October 31, 1998 to obtain the bridge loan financing contemplated by the Financing Letter in substitution therefor pursuant to the terms thereof, subject to the conditions for such bridge loan financing set forth in the Financing Letters. The Company agrees to provide, and will cause its subsidiaries and their respective personnel and advisers to provide, all cooperation reasonably requested in connection with the arrangement of such financing, including without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants as may be reasonably requested by Buyer. Notwithstanding the foregoing, Buyer agrees that the payment of any expenses relating to providing such cooperation, including fees by the Company in connection with any commitment letters, shall be subject to the occurrence of the Closing.

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement. (b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and (v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

  • Buyer’s Closing Conditions The obligation of Buyer to proceed with the Closing contemplated hereby is subject, at the option of Buyer, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Frustration of Closing Conditions None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.

  • Waiver of Closing Conditions Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

  • Post-Closing Conditions On or before the date specified in this Section 4.3 (unless a longer period is agreed to in writing by the Administrative Agent, in its reasonable discretion), the Borrower shall satisfy each of the following items specified in the subsections below:

  • Actions to Satisfy Closing Conditions Each Party shall take all such actions as are within its power to control, and shall use its best efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with any conditions set forth in this Agreement which are for the benefit of itself or any other Party.

  • Purchaser’s Conditions to Closing The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. The obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date hereof and as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Purchaser shall have received a certificate to that effect signed by an Authorized Officer (as defined below) of the Seller. B. The Purchaser or the Purchaser's document custodian shall have received, or the Purchaser's attorney shall have received in escrow, all of the following closing documents, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser, as required pursuant to the respective terms thereof: i. An assignment or assignments of the Mortgage Loans to the Purchaser substantially in the form attached hereto as EXHIBIT B with such changes as are required to adapt the assignment to the proper form in the jurisdiction where the related Mortgage Property is located, and each original Mortgage Note (or lost note affidavit and indemnity), duly endorsed originally or by facsimile, without recourse, to the Purchaser, in each case in accordance with the instructions set forth in EXHIBIT A attached hereto, which assignment or assignments and Mortgage Note (or lost note affidavit and indemnity) shall be delivered to and held by the Purchaser or its agent on behalf of the Purchaser; ii. The Mortgage Loan Schedule prepared by Purchaser dated as of the related Closing Date and attached hereto; iii. A certificate signed by an officer, which officer may be either a senior vice president, a vice president, an assistant vice president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT C, to the parties hereto, and attached thereto copies of the charter and by-laws and a Good Standing Certificate or a memorandum setting forth the verbal assurances from the appropriate regulatory authorities with respect to the Seller will be immediately forthcoming; and iv. An opinion of Seller's counsel in substantially the form attached hereto as EXHIBIT D. v. A security release certification, in a form acceptable to the Purchaser, executed by the appropriate mortgagee or secured party, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person. C. The Seller will furnish to the Purchaser such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its attorney may reasonably request.

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

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